Spider-Man:Ultimate Rising
by 616mcu
Summary: Spider-Man is dead. But New York still needs him. Can the Peter Parker of the former Ultimate universe be the hero that Earth 616 needs? Will he finally be, 'the best of them all?"
1. Chapter 1

**Well, lets get it out there: I really, really wasn't a fan of all new, all different Marvel. With all the additions and new status quos they made, it felt like a jumbled mess of everything we'd didn't really ask for. Especially with the whole billionare Peter Parker they tried to go for.**

 **Honestly, they made him a bat-man rippoff, especially with the upgraded spider-mobile. Spider-man is suppose to be resourceful, usually having to use what he's got to take baddies down, or just improvising. That doesn't really work when you give him access to ALMOST EVERYTHING! He's not suppose to be rich, sure it was actually a little satisfying to see him get a little leeway, especially after the whole superior Spider-Man incident, but it felt less like seeing Spider-Man, and more like seeing peter parker trying his best iron-man impersonation. And even with those extra gadgets and money, they made it seem like he was incapable of being an actual hero, I seriously felt like this wasn't the same Spider-Man who defeated morlun three times, became worthy of the unipower, and was able to defeat two phoenix powered X-Men, with an argument.**

 **And of course, seeing as a lot of people shared the same opinion, they take it to the next extreme and make him dirt poor, living at his girlfriend's(personally, at this point, I'm glad they finally gave him one again, never thought it would be mocking bird, but I guess all the blonde's dig him) and make it so that the whole world hates his guts, even his closest friend's can't help but talk about how bad he blew it. I mean, i'm glad they're bringing him back to more familiar territoty, but did they have to make him fall that hard?**

 **Now you might hate me for this, but I really, really don't like how they integrated Miles Morales into the Marvel universe. Believe me, I like his character fine, he's actually my third favorite spidey, but as his storyline continues, I feel, less invested than I did before. Honestly, when the first wave of all new, all different came up, I saw him everywhere, and his actual comic book didn't come out until a month after. They pretty much shoved him in a lot of other stories just so you can know that they're replacing peter parker as the 'friendly neighborhood' Spider-Man. And as for his actual comic, its pretty boring. They put him in the center of civil war 2 and the spider-gwen crossover story(which, to me, was really played up and ended up as a more confuising spider-verse story), and all his stories were was just him, talking to his friend's, telling them what happened. They're really slowed pace and don't show much action at all. He probably should've stayed his own Spidey, have him stayed in a separate continuity, in a separate universe like spider-Gwen or renew your vows(which has become my favorite Spidey story for obvious reasons. seriously writers, when you acknowledge that the universe is better off without the clone saga and one more day, then you know something's wrong with your editing department.)**

 **So that's where this story comes in. I was disappointed when we didn't get to see Ultimate Spider-Man(1610, not the cartoon) in spider-verse, and even more so that we didn't see him again after he came back to life and ran off with MJ. That was pretty much the most irresponsible thing I've seen peter do in any media, and it really left a bad taste in my mouth. Sure, not to say that he didn't deserve to rest after everything the ultimate universe threw at him, but would you ever expect Spider-Man to actually stop being Spider-Man? 1610 Spider-man was one of the best Spidey's I've ever had the pleasure to read about, and his journey ended pre-maturely with his death. I hope to rectify that with my first Spider-Man fic.**

 **Remember, there will be no rich peter parker, no 616 Spider-Man, and definitely, no miles morales. Any parings, I'm actually quite undecided, though I'm considering either Ms. Marvel(Kamala) or spider-gwen. Send me your thoughts through pm or the comment section below. And remember, this is my first spidey fic, so send constructive thoughts and criticism, any flames will be deleted and ignored entirely.**

* * *

 _'not by choice, responsibility.'_

Those were the first words that he heard once everything went black. Fitting, let the first thing he remembers be a reminder of his biggest mistake. He had tried so hard to make up for what happened that night, and then some. Deep down, he knew it was fruitless. Nothing would ever change. No amount of good could ever make up for what he'd done.

 _'the guy stands for something. who else do you know that just goes out their and helps people, with no agenda?"_

The next line of words were a little more comforting. It was nice know that a few people like Johnny had a positive view on him even before they were friends. Of course when your another super hero with a secret identity, then you'd probably were more enlightened on people who were masks.

 _'don't try_ to _be less. great things are going to happen in your life. Great things.'_

Once again, the guilt and the angst set in. Hearing the last words of his uncle would never get any easier for him. For as inspiring those words have, the cost of learning their true meaning was all to great for him. These words have allowed him to do much good, but at the same time put him through more grief than he could ever imagine. Its probably what drove him to fight the Goblin and his crew until the very end, what gave him the strength to fight until his last breath. It was good to know that he was able to do some good

 _'when you grow up, you're going to be the best of all of us'_

Maybe at one point these words would've meant something. Living in a world full of heroes, Peter understandably looked up to Captain America. He was basically the pinnacle of everything he ever wanted to be as a hero. Who wouldn't? He was strong, an American war hero, the living definition of patriotism. Of course, most of that admiration died when he actually met him. No offence to any fan boys and America, but Captain America was a jerk. He told him he would rise above everyone, and then left him when the bridge exploded. He didn't come back for him, or even check on him. Apparently the little 'civil war' the Ultimates were fighting was more important.

 _'now I see i'm watching the birth of someone really special.'_

Once again, Peter didn't really see the value in these words. Fury was, complicated. Half the time he didn't know whether or not he was supportive of him, or against him. He basically told him that he was government property and would work for shield and the Ultimates once he turned 16. On one hand, he would work with the Ultimates, but on the other hand, he would be forced to give up his life entirely and essentially be a living weapon. It didn't help the fury himself commissioned an entire line of robots specifically made to kill him in case he turned 'rouge.' Peter was thankful for that period of time that Fury got lost between dimensions or something, because it meant Shield was off his back, for as little as it lasted at least.

 _'I couldn't even imagine that you would have grown up to be this, good of a person'_

Hearing those words always soothed Peter's nerves. Every time Aunt May showed her contempt for Spider-Man, he always felt a little more guilty lying to her. He was a villain in her eyes, and Peter, in the back of his mind, would ponder whether or not her fears of him were justified. When she found out, she acted as he feared she would. He though she would hate him forever. Not only that, he would be living on his own from then on. What would he do? Stay at the X-mansion and live with his girlfriend( in hindsight, that probably would've kept the relationship going a little more, but who was he kidding? He would've jumped at any chance to get back with Mary-Jane again.)

But that. Aunt May saw all the good that he had done in the past year, and she saw him as he really was. He was Peter Parker, a boy, growing up and trying to do some good in the world in the name of his uncle. Aunt may was truly the mother he couldn't even ask to be better.

 _'what's so special about peter parker? Everything'_

Now these words were unfamiliar, but the voice he could detect in an instant. Mary Jane. She was truly his best friend in the world. Having known each other for years, and lived by each other for even longer, Mary Jane was the only one he could ever really poor out his heart to. They kept nothing from each other, and they knew every side of each other(personality wise, mind you). Its why she was the first one he told his secret to. Their friendship grew to something even stronger as they continued to trust and help each other. She would always be his hero, standing by him whenever he tore his costume, whenever he faced a baddie that he though would for sure kill him, and she would be their as his pillar, his rock, his shoulder to cry on. He was her soulmate, and by far the best thing in his life, even more so than all the science and Spider-Man-ness that seem to follow him everywhere. Never in his life had he valued something so much, and never had he felt so loved by something so willing to stay by him until the end.

' _you did good kid.'_

That was what this was? Was this the end of his journey? Was Peter Parker done with all the hate, all the bias and scrutiny thrown his way? Is all the good he's managed to do in the past two years over? Had he finally thwipped his last web?

Was Spider-Man, no more?

 **Do you want to continue?**

That was the question of the hour, or day, or however long he'd been here, its hard to keep time when your in the afterlife, of limbo, or wherever he was. But still, the ominous voice that currently spoke through his mind did raise some thoughts. He did good, he'd finally admit. Despite the bad, the good more than out-weighed it. He never needed the admiration of millions, he just wanted to protect those who couldn't. He had the power to help people in need, and he knew his he a responsibility to use his powers wisely. But he was dead, at least he thought he was. Didn't that mean the responsibility was over?

 **Do you want to continue?**

Finally he could rest, finally, he wouldn't have to worry about missed appointments, or endangered loved one, or anything of the sort. Finally, no more guilt.

That was it, wasn't it? The guilt. His main motivation. He had plenty of other reasons to do it, and while they may be more prominent than his personal sins, that would always be the core reason for Spider-Man's existence. Guilt made realize how dumb he really was. Guilt is what made him see his mistake. Guilt was what made him Spider-Man. But did that really justify going out and fighting people? Was he even entitled to do it anymore?

 ** _Do you want to continue?_**

But, what about those he still needed help? He had the chance to go back, to be with Uncle Ben, to finally let go of all that pain. But how many would suffer the same fate because he didn't go back?

 _'Your father held on to a philosophy, and one that suited him well. He believed that, when you can do things in this world, things you can do better than anyone, he believed that, it wasn't just a good idea to do those things, it was your responsibility to do those things.'_

That was it. That was what he needed to know. This wasn't just about him, this being, whoever it was that was asking it, they were asking if he wanted to continue, not his own life, but to continue helping people.. This choice, this wasn't even a choice at all. This was a matter of accepting responsibility.

 **Do you want to continue?**

And finally, Peter was able to answer the question.

 _'yes.'_

* * *

Peter woke up with a groan. Nothing felt right. His body felt like it had been weighed down by cement that only got heavier as he tried to shrug off the feeling. The grogginess he felt in his head didn't really help matters. His vison was all blurry, so nothing at all was clear.

'what happened?" He thought. He takes a deep breathe, bigger than normal, and finds it a little hard to breathe. He quickly reaches for his mouth to see what's causing the problem. He couldn't really feel his face, do to the some sory of material on his fingers. Now that he thought about it, it felt exactly the same as whatever is was on his face...

His vison finally clears. Bright red spandex clothed on his arms, his some hints of blue and a black pattern all over him. His costume. 'Oh yeah'. It was the last thing he wore so that shouldn't have been a surprise. Except it was, he was bleeding all over, his costume was in patches at best, and he had dropped his mask way before that fight with the sinister stooges, so why it was completely intact baffled him.

No, what baffled him was the fact that he had somehow came back to life after taking an explosion in the face after being electrocuted, crushed by sand, and shot in the side, so by all means he should be dead. Granted, this wasn't the first time he thought he'd die(the first time during Magneto's attack on the earth.), but he had literal crossed into death, and somehow came back from it.

He takes a long stare at his surroundings. Him, looks like New York, but somehow bigger and less destroyed the less time he saw it. "Hm', he thought. 'How long was I dead?' a year, two maybe. Maybe I should check around.' He decided. Leaping of the building, begins to form the familiar his familiar hand gesture. Sure enough, his web fluid began to sore in the air and attach itself to another building. 'yep, the shooters are still there. Probably should check next time before I jump off a building though.'

The feeling of swinging in the air, it felt amazing. Freeing, exhilarating, it's basically the closet thing he's ever done to flying, and especially after being dead for who knows how long, it felt incredible to do it again. "I am never going to stop doing this." He cracked. He was glad he was able to retain this, however, as he passed through the air, more and more things seem out of place. Building that weren't their were now occupying more and more space. There was less construction, less mess. He wondered, had it really been that long? He'd figured it would take at least a few years before the damage done by the Ultimatum wave would disappear. He shuddered at the thought, hoping it really hasn't been to long.

He couldn't really set his mind on where he wanted to go? Westchester? No, Kitty would probably sick wolverine on him from being so stupid. His house, probably worse. His Aunt would, after the inevitable crying fest, would end up lecturing him to death, if he could survive the inevitable freezer burn he'd suffer at the hands of both Johnny and Bobby.

And once again, Peter's mind was on Mary Jane, his confident. Of course the first thing Peter wanted to do was see her. He wanted to make sure that she was okay, that she could finally stop feeling sad. He needed to be with her, and absolutely nothing would...

Crash

Yeah, apparently his Spider sense was a little slow at the moment. He only felt the faint tingle once he felt the wall hit him flat in the face. 'Coming back to life: Side effects may include confusion, sluggishness of the powers, and the utter realization that your a moron'. He really needed to stop solely relying on that helpful but infuriating power.

He peeled his face off the billboard. "Okay, whoever felt the need to put their face here is going to..." He said, only to walk back a little in awe and shock.

It, it was him. Well not him, him, but another Peter Parker. He was older, not as old as the one that was programed to be his Dad, but older. He was smiling a bright smile in a lab coat, and he was wearing a Lab coat. Right next to his face, was a logo, PI.

"Parker Industries?" He said to himself. A company, in his family name? He always imagined going as big as Tony Stark, but to actually see it come through?

"Where the hell I'm I?"

* * *

Forgot to add this above, but I own nothing relating to Spider-Man or Marvel.

Next time, faces old and knew come around as Peter tries to find out what's going on.


	2. Chapter 2

**Soooooo, sooo, sooo very sorry for all you people waiting for the next chapter. I know it's been a very, very long time since I came out with the last one, but, school has not been easy on me. I don't really have the free time I want this summer, so coming out with chapters is really, really hard to do, especially with trying to have time with updating three of my other stories. So yeah, I'll try to be faster, but no promises.**

 **Again, thanks to all that reviewed and waited, though there's something I need to say:**

 **I had an opinion. I put out there for people to look at. Love it, hate it, be indifferent to it, but please, don't try to discourage me. Last night someone left a not so pleasant comment in the review, and I went to bed with a bad taste in my mouth.**

 **I encourage criticism, especially since this is my first Spidey-fic. What I don't encourage is people trying to forcibly tell me I'm wrong and curse at me for what I've said. Like I said in the first chapter, flames and flat out hatred like what I saw last night will be ignored and deleted.**

 **And yes, I didn't enjoy Spider-man during the all new, all different Marvel all that much, or the entire all new run on Marvel altogether. I, personally, as in, my own thought, thought it re-imagined Spider-man in a way I didn't really want to see. I loved Spider-man, I loved seeing him get a little reward for everything he went through. I didn't like him becoming the next Iron Man, because it took out some of the relatability. Personally, I liked the Bigtime run better, since it allowed Peter to have access to more resources but still keeping him limited, and it still felt like he was struggling to maintain a personal life with friends and family, something I felt the Parker Industries run kinda shoved to the side.**

 **These are just thoughts that I had on it. Love them or hate them, but don't try to push me away from what I like. People like that are the reason's why I strive to stay away from fandoms.**

 **Enjoy the chapter. I own nothing.**

* * *

This, this just couldn't be real. It was more than mind boggling, this, this was impossible! ' _Well, I guess impossible isn't the right word to use, considering what just happened to me_.' He thought. His breathing started to calm down a little more after looking at his poster a little more. "Parker Industries." Hm, not bad, a little on the nose with the name, but it definitely fit. It was definitely something he'd always imagined himself doing someday. MJ, Harry, Aunt May, they always said that he'd would rise up to be one of the greatest minds, and a small part of him always agreed with them. It was just, well, insane actually seeing it come through in reality.

"Did, is this the future?" He mulled over. He'd heard plenty of stories on that subject from Kitty to know that it was a possibility, apparently time travel was a given when you were apart of the X-Men. It was confusing, brain blowing, and it downright didn't make a lick of sense. But seeing his picture, it was definitely a possibility.

"Well, I'm alive, so that means that means that I grow up and age. So that means there has to be a me that eventually goes back and ages to become an adult that makes Parker Industries." He reasoned, though it still felt weird saying that name, no matter how many times he was probably going to say it.

Yeah, this, this had to be time travel. That had to be him, either that or somebody made another clone and replaced him. Yikes, now that was a nightmare.

But, if he was alive now and had a company, did that mean he was still a super hero? If his memory was correct, he was unmasked as he was fighting Goblin and his crew, and if that wasn't enough, everybody in the neighborhood was watching the fight, recording everything on their phones. 'Jerks.' Was he more like Tony Stark now, no secret identity or hiding behind a mask anymore? Did he make high tech gadgets to beat up baddies around the world?

' _Doesn't really sound like me. I always thought_ _I'd stick to more friendly neighborhood ground. And after training with him, I don't think I'd try to be the next Tony Stark either. Maybe, maybe I end up going back to before I got shot, and then save myself?'_

That would make sense, but if he was from the time where he did get unmasked, how would he be in the future where he wasn't? ' _I really should've asked Kitty to explain it better.'_

"So, what now?" He asked himself. If this was his future, than that did mean he would eventually find a way home to make this future possible. The first thought that came to his mind was the X-Men, with all of their knowledge on time travel, surely that meant they had a time traveling mutant on speed dial, right? Then again, he'd was so boggled by that story that he'd wasn't sure how it really ended. All he remembered was Kitty saying that the future version of Wolverine or whoever it was disappeared into nothing, so safe to say that it probably wasn't an option to rely on.

Dr. Strange? He always dealt with other world forces and magic from beyond the normal realm, so was it really a stretch that he dealt with time voodoo as well? He could probably go 'abra kadabra' and poof him home safe and sound. Then again, he didn't know if Strange was alive after the event's of Magneto's attack. Also, he was pretty sure the supposed 'sorcerer supreme' erased his memories at least twice whenever they came across each other, so that meant he'd probably be less than helpful if he managed to find him.

Shield was a definite no-no. He'd been spurned too much by their 'help' in the past to know to never rely on them to get home safely. And knowing them, they'd probably force him into some sort of deal or exchange before agreeing to help him. First thing he would do once he got back home would be punching that smug and controlling expression off old Nicky's face. It'll probably make him the most wanted man in the world, but it would be totally worth it.

"Do I, do I just find myself then?" He questioned. He was a millionaire and possible super-hero in the future. So that meant he had a functioning time-machine probably stored up in his basement. It was most likely wishful thinking, but if not, he'd probably had a lot of resources to make one or buy one or create some way of getting him back.

' _Let's hope this doesn't complicate things._ ' He thought before his spider-sense began to tingle. As complicated, confusing, and vague the mysterious sense has been, he learned very early on to never ignore it. He looked down below the streets below him, with a bunch of police car's rushing past. It appeared that there was a robbery in progress. Peter sighed. It seemed that even in the future that was always going to stay the same.

"Wouldn't be much need for me if it wasn't." He moaned as he thwipped out his webs and soared across the sky. He smiled inwardly though. This was his chance to see if he still got it.

* * *

"Back off! Back off all of you!" Shouted one man by the name of Herman Schultz, otherwise known as the infamous(mostly to himself) shocker. Life had been good for the 'self made' and 'humble' theif within the last few months. His 'business' in the world had been booming, largely thanks to the lack of interest most other heroes have given to crooks such as himself. He may have been labeled a super-villain to the masses of New York, but by no means was he plotting revenges or trying to take down the next big name hero down the corner. He learned a long time ago that he was nothing special in the world that he lived in. He had no powers, no special fighting ability, heck, his own tech was nothing compared to other gadget users, especially that Clash guy that, who pretty much stole his shtick altogether. He was purely human, and he saw the obvious flaw in that in being a criminal in a world full of super heroes.

But he was okay with it. As long as he only stuck with what he actually wanted to do, which was not getting caught up in big elaborates revenge plans or teaming up to stick it to the most annoying do gooder around. No, what he wanted was to gain enough cash and loot to retire to a beach full of lonely super-models.

And fortunately for the past few months, that's exactly what has been happening. Cops were too unprepared to actually stop his plans, vigilantes like Daredevil seemed to be preoccupied with their own thing to really give him any notice, and the big timers such as Iron Man never even pain him any heed. And best of all, the only one who's ever given him pain, and grief, and so much attention and prison sentences was gone. Vamoose. Finally, no more jail cells, no more crappy quips, finally, no more spider..

thwip

"I know that I'm probably not helping things, but I didn't think I'd push criminals into marketing advertisement. The last thing I want to do is punch the face of the mascot of pillow pets. I was just planning on getting my girlfriend one." A young, very young, but some how very familiar voice came up above him, with a very distinct and all too recognizable sound following it.

No.

No.

NO!

"Ahhh! You suppose to be dead! Dead! This was suppose to be my chance to finally get away from this crap!" Herman shouted as he fired randomly in the air. He was not about to repeat this cycle again.

And of course, not like he was expecting anything less, the familiar sight of red and blue dodged every single one of his attacks as he landed perfectly with a serious of flips. "Well, I'm happy to announce that every report of my demise were greatly exaggerated." He smirked, though that did put another thought in his head. _'I'd figured that my death would be spread everywhere, but this must be like 18 years if my guessing is correct. Mabey I started to work in the shadows? Either that or this plushy didn't get the memo soon enough."_

"Your just as annoying as I remember." The Shocker drolly said as he prepared another vibrational blast. Spider-Man dodges that one with ease as he lands behind the yellow clad villain.

"You make it sound like we've met before. Did I forget to pick you up from school?" Spidey joked as he dodges a punch. "Because If you had to endure scrutiny from all the other kids, I can't say I'd blame them for picking on the worst Bumblebee cos-player I've seen. I was always more of an Optimus guy myself." He bends down and sweep kicks the Shocker, and proceeds to web his hands together.

"Great, just great. I was just one job away from making enough to get away from the crap. I've could've retired the Shocker mantle and lived the rest of my life without this."

"Wait, wait? Herman Schultz?" Spidey says as his eyes widen in surprise. "As in the big loud mouth wannabe criminal? Wow, Hermy, I have to say I'm very disappointed in you. I know after all the times I've whopped your sorry butt that you would've tried something else, but you do realize the plush and huggable approach doesn't really work on the bad guys, right? Then again, I am half tempted to release you.., nah, I'll just send you your favorite care bear movie once I finally get you into a prison that can hold you, you little trouble maker you."

"That's it! I'm stopping this. No amount of money is worth dealing with your crap again." The Shocker sighed as he finally relented.

"What?! A bad guy that learns? It truly is a year of progress." Spidey teased one last time as crowds of people came around to watch the sight. It wasn't anything new to Peter, his hobby always attracted a few spectators, mostly just to either tell him he was amazing or that he should 'get away from us, you mutant freak!' This time however, the crowd, instead looked at him with curiosity, something he hasn't really seen on people's faces ever since he first dawned his masked persona.

"Is that him?"

"No, it can't be."

"He's dead."

"Seriously, what hero stays dead? Remember Captain America?"

"But Wolverine..."

"Like he'll stay dead."

"He seems smaller."

# _whothisspidey #newbie_

Of course, Spidey, being who he is, decided to break the tension. "Calm yourselves everyone, It just your friendly neighborhood Spider-Man taking on some not so friendly neighbors." He said. He hoped at least that it would lighten the mood a little, but all it seemed to do was make the crowd a little more suspicious.

"He talks like him.."

"His voice is too high.."

"He's barely taller than most of us."

The police came up and immediately surrounded the shocker with the guns up, though that was a little redundant considering he was tied up, before turning around and pointing the weapons at the 16 year old.

"Who the hell are you?" One of policemen said.

"Sorry for whoever replaced your coffee with decafe." Spidey muttered before talking out loud. "What, you don't recognize me? The red and blue onesie and the charming personality. Has death really made me that unrecognizable?"

"Look kid, we get that Spider-man was probably your favorite hero, but don't think for a second your fooling everyone with that Halloween costume." The female one tried explained, lowering her gun as she attempted to get closer. "We appreciate the concern you have for law enforcement, but please, at least learn from the original and cooperate with us."

' _Okay, this is just getting uncomfortable.'_ Spidey thought. Either everyone was convinced that he was dead and his older self was doing a great job at selling it, or there was something more to this than he thought. Either way, he wasn't going to get answers going down memory lane.

So not giving the time for another intelligent quip, the teenager swung away quite easily, not slowing down by the many flashes of cameras or phones, or the occasional cheer/boo that erupted.

The policemen of course turned back to their cars once they saw him leave. It was practically apart of training now to expect vigilantes to run off. It was also expected of them to not catch up to them and miss every shot that they took at them. They found life easier that way. "You think the kid trying to prove something? Especially by wearing the exact same costume?" One of them asked.

"Hard to tell. Who knows why these guys do what they do?" The other responded. "I just hope this one knows what he's doing. He's going to attract a lot of attention with those colors."

* * *

"Okay, so everyone is convinced that I'm dead." Peter spoke to himself as he try to get his bears together. Once again landing on a random roof top. From there, he was able to get a better look at the city a little more, of course, after inspecting more of the sights he was familiar with.

Not that he had much like in that area either. He tried to make a swing at the old Oscorp building, since that was still gathering dust the last time he checked, only to find it replaced with another symbol called 'Alchemax'. He then tried to swing by Queen in an attempt to see if he could get a glimpse of Aunt May without the risk of making her go through a heart attack, only to find the home he had known all these years to be something that it should never be: empty.

Then there were the posters and signs that just didn't make since. He was pretty sure the last time that he checked that Thor wasn't a girl, and, well not to sound racist, but he never thought he would ever see a black Captain America.

"Well, this is the future, guess it wouldn't be much of a stretch to take up the mantle?" He told himself uneasily. The more he said it outload, the more unlikely his theory was starting to sound. But, this had to be it? This could still be his future? He'd, he'd just, well, he still couldn't understand how any of this was making since.

Thwip Thwip

An all to familiar sound ran through the air, a sound that he practically invented and coined. Except that it wasn't him that made the sound. The blurred image that did however swooshed by him and swung though a nearby tech shop. He watched the sight from afar, not too sure what was going on. His first thought however, was Jessica, his 'sister(that's what he called her, and that was the end of it, nothing else to discuss there. Not a single thing). She of course, had all his powers, with the added bonus of organic webbing(something he was both disgusted/jealous off. It took him almost half a check to make two days worth, all she had to do was grab something from a hotdog vendor.).

The thought of his sis actual calmed his nerves. He'd finally see something a little more normal around here...

Except that it wasn't Jessica that burst back out. It was a an unfamiliar blacked haired Asian woman in a webbed costume that had a giant red S in the middle of the chess.

She also happened to be robbing the place, as seen by the webbed bags of tech in her hands.

"Figures." He muttered as he wasted no time getting down there. Why not? Nothing else was making sense about today, excluding the fact that he was just dead not too long ago, so why end the chaos now?

The costumed female wasted no time trying to get away. For the most part, no one saw her as a bad guy(she figured shield had something to do with that.), still, it didn't hurt to get the job done quickly. It felt way too dirty to do stuff like this to maintain her cover, but it what she had to do.

"I just hope something happens that can change this." She wished quietly to herself. Preparing her fingers to swing away, she positioned herself in a stance, about to swing away, when the sight of red and blue stopped her. More than stopped, it made her freeze in place, wide eyed and all.

"Look, I get it, bad guys are always going to be popping up everywhere, but do you really have to drag the spiders down with you?" Spider-Man quipped as he got closer to the apparent crook. "I know it's a popular brand, associated with menacing and annoyances, but some of us are trying to be upstanding people, and people like you are really hurting my chances."

"Peter?" Cindy Moon, also known as Silk, leaned closer with curiosity. She didn't say it in a particularly loud voice, though to the young hero, she might as well shouted it out on the world's largest microphone.

"What?!"


	3. Chapter 3

**Wow, 2018 is over, and it's been the biggest year for Spider-Man fans, the PS4 game, the venom movie, his role in infinity war, and Spider man: Into the Spider-verse( which I absolutely ADORE!) That's not even mentioning everything in his comics, to which I have something to say about.**

 **For me, I actually liked the Dan Slott run pretty fine. One of the things I especially liked about it was the big time run, mostly because it finally started to give Peter a break from everything that happened to him. I really enjoyed Doc Ock's character arc in Superior Spider-man. One thing you can't really deny is that Dan Slott did take risk with Spider-man, which I can respect.**

 **But like I said in the first two chapters, I really didn't like how everything went after the Secret Wars event. Spider-man felt like a shallow representation of the character I read about. (My feelings about this can be better explained in a youtube video by GodzillaMendoza-How Nick Spencer redeemed Spider-Man.)**

 **Speaking of which, I have been keeping up with the latest Spider-Man run by Nick Spencer, and I love it! Yeah, it's another back to basics kind of thing (something Marvel has had a really hard time doing with a lot of it's characters lately), but it has so many things I actually want to see, such as Peter and Mary Jane legitimately getting back together.**

 **In fact, almost every Spider-Man Line I've read lately has this sort of quality. Almost every series Peter is in now has him more in character than he has been in years, showing how much of a caring person he really is( something the first arc of the Spencer run really drives home.). He reveals his identity to Jonah in** _Peter parker: the spectacular spider-man #6,_ **Re-reveals it to Felica in** _Amazing Spider-man #10,_ **and attempts to do the same with Deadpool in** Spider-man/Deadpool **. It finally feels like I'm reading the exact same character again in every story that has him. And with all the hints that have been dropped in the past few years, I can only hope the rumors are true and** **the infamous** _One more day_ **story finally gets undone.**

 **So with that said, I would like to say thanks to Stan Lee for creating such an enjoyable character, and that his legacy continues to live on.**

 **Excelsior.**

* * *

Like many other Spider-Lady's that some how popped up to cash in on the Spider-Man craze, Cindy Moon, the 'not spider-woman' heroine Silk, didn't have that much connection to the original Spider-Man at all. As crazy as it might sound, it really was a coincidence that many other's such as herself managed to get bitten by the lower end of the food chain.

Okay, maybe in her case it was less coincidence and more of a multiversal prophecy, but the point was that she didn't know the original that well. Sure, she knew his name, his face, most of his moves, flips, and quips, but that was mostly from old VHS tapes and the little Ezekiel was able to tell her. They had met, he helped her get back on her feet, they foiled a few crimes together and even stopped the extinction of all spiders in all the crap-ton of universe's that they seemed to be. She could even say that before _it_ happened, that they were friends.

But there wasn't much of a personal relationship outside the webs and the masks. There may have been a chance at one point or another, but it was hard to create something that solely existed because of their 'spidery connection' with one another. As much as many people wished it to be true, a relationship, let alone a friendship, doesn't have much substance when the only thing they can do with one another is think about how much they could get into each other's pants.

Still, when Spider-ma.., when Peter died, it was hard not to feel emotional about it. Mystical totem connection or not, she felt pretty torn about it. He was pretty much the reason why she was able to lead a semi-normal life for herself after living over a decade with all choice being ripped away from her. So all in all, things with Spider-Man were weird to say the least.

So it shouldn't have been that weird or shocking when Peter himself, or at least someone who appeared to be him, popped in front of her to stop her very illegal activities. She honestly should've expected one spider person to pop up somewhere now that the original is no more, but the appearance of the exact same, if slightly higher, voice, the groaning attempt at humor, and even the exact same costume with literally no deviation in color or design.

"Peter?" She announced as quietly as she could. She knew how protective Spider-Man was when it came to the other side of the mask, so if this Spidey was indeed Peter Parker, then his reaction to his name should give it away.

"What?!" The now frightened and confused hero stammered, feeling a little more scared than he really should've been. Shield, Ock, the X-Men, Goblin, all of them unmasked him before. This should've been like riding a bike by now. "I, how do you.." He stammered even more, awkward trying to prevent himself from falling backwards. Yep, the identity thing would still be shocking. "Ah, I mean, who's Peter?" He answered in a slightly deeper voice that was either trying too hard or not hard enough.

Definitely Peter Parker. _'Or a Peter Parker at least'_ The lady spider processed as she sighed. It hadn't even been half a year into her career before she got thrusted into the confusion that was the multiverse. "Kid, I'm not going.."

Thwip.

A web to the face. She tried to explain herself, and got a web to the face. "I'm taking a guess by saying you're not one of the smarter Peter's, are you?" She dryly spat out as she ripped the chemical goo off her.

"Stop saying that name! We're out in the open you know!" Peter quickly hushed, feeling more stressed out by the minute. "How do you know my…" Processing the lady spider's words took a little longer than it should've, but one part of her sentence really struck something in him. "Are you a clone of me, like one clone amidst an army of clones trying to impersonate me?" Because if that was the case, than the process must've been getting worse. It's one thing to get the gender wrong, but the race too? He was surprised as it is with the black Captain America. _'I hope that's not racist of me to think.'_

"Not that we're on the subject anymore, but you're only proving your identity more and more, Pete. Might as well take off the mask." She could see him squirm at the idea. "Here, I'll start." Cindy immediately removed her mask, showing off the little of her face that was disguised. "My name is Cindy Moon, and no I'm not a clone you." She chuckled. "In case the difference between us isn't obvious."

Peter nerves calmed down a little once she reveal her name. This was something new to him. Other heroes he knew either didn't have a secret identity or were just a general pyscho/jerk about it, Johnny probably being the one exception. At the very least, she didn't forcibly try to learn it. "You never know. I've had female clones before, and it's already uncomfortable enough knowing that's possible." A light smile appeared as he slowly ripped off the mask, walking a little closer to Cindy.

 _'Yep, definitely a Peter Parker'_ Cindy concluded upon seeing his youthful face. Same brown hair, eyes, and cute nerdish charm that he didn't know he had, but that's where the similarities ended. Aside from the height, his hair was longer, his skin seemed a shade paler, his build was clearly more lanky, and the obvious age difference was a clear indicator, adding to the fact that he didn't seem to recognize her. This was just _**a**_ Peter. "OK, what I'm about to say probably won't make any sense, like more so than you're probably used to."

"Well, I've seen a lot of crazy stuff happen in my life, so feel free to surprise me." Peter did his best to stay cool. On the inside, he was really freaking out. He was more out of his comfort zone than he was used to, and the only one who seemed to have any answers was this, admittedly attractive, Spider-Lady. "Does this have anything to do with time travel?"

"You're getting close with that, but it's just a little more crazy." Cindy felt him tense up again. She had to be careful with her words or she risked losing him. "Have you ever traveled to another universe before?"

That wasn't the weirdest question he's ever been asked to tell the truth. What was weird was the fact that his answer wasn't a 'no'. "Yeah, Reed Richards got taken by a group of heroes before and me and the Ultimates had to gather together to save..." Wait, he needed to address the elephant. "Are you saying that..?

"Yeah, welcome to my Earth?" She mentally slapped herself. She was the worst at introductions, and not even that great with people either. She lived in a bunker for over decade, her social skills were a wreck to say the least.

"So what you're saying is I'm far from home, farther removed from time and space than I originally thought I was?"

"I guess so, but.." Silk tried to interrupt, but this Peter didn't seem keen on letting her talk.

"I'm in a whole other plane of existence? In a world where people I know aren't the people I know? Where up is down, black is white, and everything I know is completely wrong?" A panic filled tone came out from Peter's mouth.

"That's the scary way of putting it, but yeah, pretty much."

"Ahh, Okay Spider-Lady, I get it." Peter said with as much calmness as he could muster. Far from Aunt May. Far from Mary Jane. "Why didn't you just say.." Inky blackness once again welcomed Peter's unconscious embrace.

* * *

"You could've told him a lot more subtly you know." Another unrecognizable voice entered Peter's range of hearing, though now he was 50% sure it wasn't coming from his own hear. "Anyone else would've stopped him from freaking out."

"I got out of a bunker just only last year, Miguel. I hardly know how to work my phone, let alone know how to deal with a panic attack." Spider-Lad.., Cindy's voice rang. Yeah, Cindy Moon, the Asian lady with the dumb mask. What was the point of a mask if it only covered half your face, and not even the half that people would instantly recognize?

"Well, I guess I can't fault you there. I've dealt with gene splicers, virtual reality, yet setting up my alarm app is impossible." The other, older voice responded. "I can't wait until holograms become mainstream. It'll make all of this, communication, data collection, entertainment, all the more accessible."

"And yet you'll still won't know what the world series is." Silk got a good chuckle in, leaving the other person confused. Peter felt the urge to chime in and get in on the joke, but something seemed to make his arms numb, stiff, and really close to his sides..

"Wait, am I.." The two were alerted by the sound of his voice. Peter attempted to stand right back up, but something tied around him took away some of his balance. "Did you web me up while I was unconscious?" Peter finally got a good of the other stranger. Long brown hair just like his own, only it seemed to be a tad lighter. His face looked much older than his own, and he had these bleeding red eyes that really creeped him out. He wore a lab coat, though it seemed to be a bit redundant dur to the blue spandex underneath it. It had a skull image in the middle of it, but it appeared to be some sort spider-symbol. "This isn't some sorta spider-sex thing, is it?"

"Why would this be a sex thing?" Cindy responded bluntly, after flusteting at the kid's question. It was now the red-eye guy's turn to laugh at her. "Kid, your body was constantly having spasms like you were fighting for your life. Tying you up was the only way to swing you across the city you into another bug on a windshield."

Well, it was nice to know the nightmares came back with him in his resurrection. "Did you have to tie me up so tight? I think my arms about to fall off from lack of blood."' He shifts uncomfortably to free himself, only to feel a sharp, stinging sensation travel up his arm. "Is this webbing barbed?! Oww!"

"Here, allow me." The guy offered raising a single hand, slashing it down and cutting it perfectly in half. Peter's eyes widened so much Cindy half expected them to burst through his head unto floor. "Talons on the edges of my fingers and toes. They're what alow me to climb up walls, aside from the obvious use."

"Okay, did I just get bitten by the wrong spider, or am I just late to the 'sharpy thing' power?"

"Just be glad you didn't run into Miles. He he could turn invisible and could stun stun someone with a single touch." Silk explained, while Peter did his best not feel insecure about it. "Anyways, what I was trying to say before you passed out like a little girl is that you're in another dimension, Earth 616 to be exact."

"Okay, first off, I'm called Spider-Man for a reason lady. What you saw was a manly passing out from all the manly crime fighting I've been doing." His denial brought no end to joy for both of the older spiders. "Second of all, are we sure about that? Time travel just sounds a lot less crazier, and I really need to keep my sanity in check." It wasn't the best attempt at humor, but he was more or less serious about what he meant.

"That's kinda why she took you to me kid. I'm the resident expert on time travel around here." The lab coated spider elaborated. "My name is Miguel O'Hara, the Spider-Man of the year 2099."

"Expert is exaggerating things a little bit, don't you think?" Silk raised an eyebrow at his self appraisal. "Being dumped in the past a few times doesn't make you the expert, and you didn't even fix the flux-capacitor thing on that time machine yet."

"Okay Cindy, for the last time, it's not a flux capacitor, whatever the hell that is to begin with." Miguel snapped back, only getting Cindy to roll her eyes in indifference. "I only have enough power to charge the doorway for an hour." Peter, rightfully so, stared on in confusion. "What I'm trying to say kid is that I've read into Peter Parker's history, both from future accounts and personal stories." Getting a bit into his personal space, Miguel stared right back into the teen's eyes. "So I think you'd save all of us a lot of trouble if you explain yours, please."

Peter didn't expect this day to go this way at all. His hopes of just going back to the past seemed to be dead by this point, so whatever situation he had gotten himself into, it clearly wasn't going to go away anytime soon. The only way out of it seemed to lay within these two other spider heroes( he assumed at least. He was pretty sure the Spider-Lady was robbing something before he passed out), and the tingle in the back of his head didn't pick up any malicious intent. Still, two total strangers in what appeared to be a basement of some sort didn't give off the most trusting image.

But there was one word the Miguel guy said that he hardly heard from any other hero: please. Captain America, Iron Man, Fury, anybody with shield really, hardly gave him a choice when it came to his future. The X-Men didn't exactly buy him a steak dinner before unmasking him. Really, the idea of someone else in spandex giving him this much courtesy boggled him mind a bit. Forget just Captain America, most heroes he knew were jerks.

So, after he inwardly thanked the older Spider-Man, Peter relented and told them what they needed to know. He gave dates to show a rough timeline of his life. Date of birth, his parents disappearance, the spider bite, and few key exploits of his heroic career. For not even wearing the costume for two years, he surprisingly had a good selection of tails to pick from.

He of course choose not to mention his own death, for one, it wasn't any of there business to know, and to be honest, he didn't really know what to think about it. He supposed the trauma hadn't set in yet, and he could only hope that it never did. He was literally handed a second chance at life, so he wasn't going to waste a moment questioning it.

Miguel and Cindy proved themselves to be great listeners, hanging on to every word quite intently. They didn't seem particularly surprised by anything he mentioned, but it was clear they were treating it serious, something Peter really appreciated. "Well, I guess that proves my theory right then." Cindy announced to them once Peter stopped. "Our Peter Parker had been Spider-Man for 10 years, and was born way later than you kid. Your from another Earth, sorry." She truly was.

Peter felt himself about to faint again, the shock of the all too real reality was really weighing him down. It took all the strength he had in that moment not to fall back and never wake up again. Another Earth. Again, not too surprising, but just a little more weirder than what he was prepared for. "Well, I guess I don't have to worry about kissing my granddaughter now, will I?"

A groan and a rolling of the eyes were the result of that joke. "I can see the lack of humor is a constant throughout the web of life." Miguel spoke next. "Though I suppose the last question to ask is how he got here in the first place." Both the elder spider eyes were pointed at Peter once more.

"I just heard a voice. At random, I don't now what it said though." Half truths, white lies, a small but painful addition that came with being Spider-Man. Sooner or later he'd probably tell them the truth, or it'll bite him in the ass, but for know, this was all they needed to here. "Everything was black, nothing for miles, like swinging through a fog. The next thing I knew, I found myself in the city, costume and everything on without explanation."

The two didn't press for anything beyond that thankfully. Peter felt that Cindy suspected more, but respected his decision to keep something for himself. Again, where was this courtesy on his, earth.

Man, it felt weird to say that. "Anyway, I believe this is where you take over from here. I have somewhere else to be." Miguel delegated to Cindy as he rushed to what appeared to be an elevator.

"Wha.., hey come back here! You're the one that handles the tech, you do it!" Cindy tried to argue back, but Miguel stayed unconvinced.

"Aren't you with the one with the portal watch? Don't you get with Jess and Gwen and have girls night in Loomworld or something?"

"Well, yeah, I guess we do, but I don't have mine." Cindy said with embarrassment. "After I broke my third one, it was agreed Gwen would handle transportation for now own." Her excuse felt even more embarrassing as the two started to snicker. "It's not like we schedule these hangouts anyway. They happen at random."

"Well, I don't have one, and I'm pretty sure Peter lost his in a load of laundry." Saying that name made the two turn back to the teenage version of their former colleague, who obviously started to grow more uncomfortable at the turning conversation. "Don't worry, Pete..." Miguel struggled to spit out. "We have a way back to your Earth, it's just, going to take a little time." One eyeful look at Cindy made her blush in embarrassment even more. "Cindy will watch over you in the mean time, and she will be watching over you, no excuses."

"What about you?!

"Cindy, not all of us Spiders can dedicate so much of our time weaving webs. I know agreed to step in when I needed, but right now, I have to get back to work." Miguel stated like it was an irrefutable point.

"Going out and treating you girlfriend doesn't qualify as work, despite the improvements to your love life." Cindy growled.

"Hey, ease up on the guy, having a girlfriend in this line of work is rare. He needs to take the opportunity while it's still there." Peter chimed in mostly good humor. He knew that he needed to say something to derail his mind from anything negative. Okay, so getting back home was going to be a lot longer than he anticipated. No biggie, he'll just wait it out until them, right? "Do I even need to get into the great responsibility speech?"

"Thank you!" Miguel sighed as he smirked in victory. Peter could practically see the cloud of frustration fuming over Cindy. "That's one plus you have on our Peter. You actually support my dating life. See ya around." Miguel finally announced, placing a mask on his head before entering the elevator alone.

"Wait, is just going to go back up in his costume? I thought this was a building?"

"It is. We're in the secret sub-basement of Parker Industries." Silk elaborated. "Spider-Man is sort of the official mascot of the company. You just got to say you know him and they'll just about let anyone in. That's probably a problem they need to look in to." A small grunt emerges from her as the elevator comes back down to pick them up. "Come one, follow me."

"Wait, so if you're actually a good guy, why did I see you rob a place?" Peter asked as the silence filled the small metal container they occupied in. Now that they were alone, might as well get to know his handler.

"I'm working undercover with shield to dismantle a criminal organization." Was all she said. She noticed a particular shutter at the mention of the agency. "Do have a shield where you're from?"

"Trust me, I wish I didn't." The one thing he was going to hate about going back home. Heck, he'd probably be immediately drafted into the Ultimates as soon as good ole' Nicky saw his face again. "So you have a hero name, or have I been on the nose with Spider-Lady?"

"Not even close. I actually try to be creative with my name, Spider-Man." Cindy quipped back as she handed him his mask before lifting up hers onto her face again. "When I'm in costume, I go by Silk."

It took Peter a good 5 seconds to realize how dumb that name was. "Is that really the best you could come up with?"

"Should've known. The other Peter also disapproved of the name." She grumbled. It already was like talking to the original. "Fast, slick, and smooth as silk. It's a whole thing." Peter remained unconvinced. "Come on! I had 10 years settle on that."

"Time well spent." The sarcasm was strong with this one. "My name might be obvious, but at least it's straight to the point. Spider-Man, spider powers. With yours, you sound like you're going to sell me a brand of soap."

"You're impossible, but you're also Peter Parker, so I guess I can't expect everything to be perfect." The two shared a mutual smile before reaching the top of the building. The view from there was astonishing, but what really caught the kid's eye was the huge 'PI' logo that laid on the side of the building. Huh, it would've been nice if this was his future. Or since this was another world where he's successful, maybe that could apply to him as well? "This, this is amazing!"

"Keep drooling kid and it'll leak out of your mask." Silk rolled her eyes. "Yeah, I guess your right. Not many people can say they have their own logo on the Baxter Building."

"Wait, the Baxter Building?! Like the Fantastic Four Baxter building?" The eyes on his mask couldn't get any wider. "Okay, how did that happen?"

"Long story. One preferably told over lunch." Peter barely managed to hear her as she leaped off the building. "Come on, kid. My treat."

Seeing no reason to decline the offer, Peter followed suite of his new spider companion. First she unmasks herself, and then offers him lunch? He was seriously considering moving to this dimension permanently.

But something was in the back of his mind as he did. They way they spoke about it, the verb tenses they used. It sounded like this world didn't have a Peter Parker in it. Was that why he was here though? If so, then that begged the question:

 _'What happened to this world's Spider-Man?'_

* * *

 _Just a few things to verify:_

 _One, just think of this as an alternate timeline to both earth's 616 and 1610. For me at least, it's a lot easier to say that then come up with another earth name for either._

 _two, Spider-verse happened, so that's how Cindy and Miguel know about Miles. He hasn't been intergraded into the new universe._


	4. Chapter 4

**Haha, finally, an update that didn't take forever. I've been researching a lot of stuff for this story, and by research, I mean rereading a lot of the Spider-Man titles from 2015 and onwards.**

 **cornholio4-That was exactly the event I was referring to.**

 **I own nothing.**

* * *

"Wait, please tell me you're joking with this." After a leisurely half-hour swinging through the city, Cindy and Peter finally settled on a place to eat. Cindy initially suggested a nearby shawarma place, but Peter insisted otherwise, calling shawarma, 'the most overhyped food ever'. The two eventually settled on pizza. A little cliché', but why mess with a classic? "Doctor Octopus actually switched brains with me, with your me?"

"Oh yeah, Otto Octavius: The Superior Spiderman!" Cindy drastically shouted, almost losing her balance on the rooftop of the building they were sitting on. It was only when they got their they realized A: Cindy had left her clothes at the place she was robbing, and B: Peter's costume was the only thing that he had on him. Unwilling to become the 'spectacular spider-streakers', the two decided to just enter the pizzeria in costume and just order it to go. It was a bit of an awkward wait, mostly because people kept starring at Peter like he was a ghost, which he was to an extent. More people however seemed pretty boggled by the fact that Silk actually paid in cash for their food, assuming they were getting it for free or something. Nice to know people assumed he had that kind of privilege. "And I'm not exaggerating. I've seen the news footage, and even met him through some complicated time web thing, he literally talked like that for the entire year he was in control."

"Really? Nobody caught on that something was a little off with that? The costume change, the more violent fighting, the egotistic mannerisms? I mean from what you've told me, he didn't even try to hide the fact he was a total ass."

"I wouldn't really know, I was still in the bunker at that point. From what I've gathered though, the city usually has a history of hating on Spider-Man at the weirdest of times. I guess most people assumed that this was just the justification for it."

"Ha, and I thought switching bodies with Wolverine was the worst thing to happen to Spider-Man." Peter had to admit, it was nice to just casually share stories with somebody else in costume. Well, he suppose he had Bobby and Johnny for that, but then again, they sort of crashed into his personal life without warning. But he was kind of doing the same thing now. Maybe that's why it felt so comfortable.

"Wait, Wolverine, Wolverine? Short hairy guy, knives on his hand?"

"Not to mention smelly, rude, crude, and just about one of the most unpleasant people I have ever met. Seriously, I had his nose for an entire day, how can someone with enhanced smelling not puke at his stench?" It was also one of the weirder days. Nothing made sense, and everyone seemed to be an extra level of stubborn and mean that day. "Jean Grey got mad at him or something and somehow got me tangled up in her weird mind game. That's probably why I didn't like the X-Men before they unmasked me."

Silk just had to giggle. It seemed that 'Parker Luck' was a universal law. "And I'm guessing Wolverine in your body didn't make things any better?"

"Hell no. Not only did he get me nearly expelled from school, he kissed my girlfriend, who is my age, so leagues under the decades he has. Even tried to sleep with her." To this day, Peter vowed to take whatever chance he had to punch Wolverine in the face. Heck, Kitty even offered to help him a few times.

"Wow, just, wow." Silk threw-up in her mouth a little. "Now I regret eating soo much pizza. Your universe, no offense, just seems very, very, wrong."

"Tell me about it. I can't even list half the crap the Ultimates did. Shot at me, cursed at me, laughed at me, tried to arrest me. Makes me glad that I.." he died. Captain America was supposed to train him, and he died. "..'left' before the training actually begun."

"Hey, don't take this the wrong way, but I think you're suppose to be here now." Peter had to tilt his head. "I mean, from what I've heard, your universe was kind of in a bad place before you came here. Maybe this is suppose to be a sort of, vacation from your usually crap."

Or it was because he died and this was just a rather fortunate afterlife he was in. Not exactly his greatest theory, but probably the most plausible. "Hey, so I've been meaning to ask, where exactly am I? Me, you're me, the Peter Parker from this earth?"

"Hehahe, sorry, it's not funny, I swear." Silk took a final bite out of her pizza and pulled up her half a mask(still dumb). "It's just, well, it wasn't that long ago, and it isn't really one of those things you can bring up in conversation casually, even if you're in this line of work."

"I'm dead, aren't I? From the way everyone's been staring on me, and how you and future Spidey talked around it, that's it, isn't it." It was the only thing that made sense.

"I can show you it, if you like." Silk mentioned. "His tombstone, where he rests now." Peter sort of backed away from her, a little scared. "Sorry, no, no, that was dumb of me, I, I shouldn't have brought it up.

"No, no, I don't think it is." Yes, yes it was. Bringing you to your own grave? Yeah, what kind of nightmare was he in right now. That had to be the key right there, right? The Peter Parker here get's killed, so another takes his place? Wasn't that like that saying with nature and a vacuum. Was that it? Was he simply just the 'replacement' Spidey? "How did it happen?"

"It, you wouldn't happen to have a Norman Osborn in you're universe, do you?" She uttered that vile name like it was a curse.

Peter instantly understood what she meant. It seemed Norman being a bastard was also another universal constant. "He's the biggest monster I've ever met. Nothing, absolutely no redeeming quality about him."

"That's exactly how my Peter felt about him. He was never short a colorful baddie in his rogues gallery, but Osborn was by far the worst for him. He's hurt so many people in his life, and raised so much hell for Peter that it nearly broke him." Silk stood up and looked away. "Peter, once he was able to take back control of his body, cured Osborn of his Goblin problem, removing his powers and prevented him from ever regaining them. Osborn, then completely went mad. He built up his army again, wage a war on Peter, and, and.." She ended up choking on those last words. "Even without the serum in his body, Norman Osborn was still a raving lunatic. He broadcasted his 'victory' across every tv signal he could hack, and he, he.."

"He killed Peter Parker on live television." Peter, connecting the dots, completed for her. "My Osborn was never one for subtly. He made sure as many people would be around whenever we tussled."

"He impaled him through the chest, just like Peter did years ago." Silk finished, and Peter remained silent at that grim picture. "And, and that was it. The Goblin won. He hasn't been seen since."

"What, how did.."

"Anything afterwards passed by too fast, it's almost like a blur. There were two services held, a big one for Spider-Man, and a smaller one for Peter Parker, with only close friends and family attending. The official word on the street was that Peter Parker was Spider-Man's best friend, so we were able to come up with a cover so no one would ever figure out they were one and the same." Silk talked a little too fast for him, like see was trying to end the conversation as possible.

Well, that made a lot of sense. Heck, it's what he would've wanted. But there was something else that caught his attention in that sentence. "Wait, so none of my love ones know who I am?"

"Depends on how you define loved ones. Former classmates, co-workers at the bugle, they didn't know. Heck, the only one that really knew the truth was Mary Jane. Anyone outside of that is completely blind to the fact." Silk felt particularly guilty about that. She attended the Peter Parker funeral, and actually got the chance to meet the many people in Peter's life, though she really only got to know Peter with the mask on. It was like she was barging into another story that she didn't belong in.

"I figured Mary Jane would know. She was the first person I told back home." It looked like the similarities he had with this Peter were the important bits. "And Aunt May?"

"We swore to him that we would never tell. May has a rather convoluted history with Spidey. He thought it best to keep silent."

It looks like this Peter dealt with the same issues he had with his Aunt May. She hated Spider-Man almost with a passion. It was only really thanks to luck, and a lot of talking and compromise, that she didn't end up hating him forever. "I know it isn't really my place, but I think she should know. Aunt May is a lot stronger than she looks."

"You want to see them?" Silk offered, after she was sure what she was asking wasn't weird or awkward. "I've dealt with other dimension shenanigans before. Seen many other versions of Spider-Man. It's honestly like an episode of the Twilight Zone. Kind of freaky, a little scary, but occasionally something a little more positive pops up."

He totally wanted to see Aunt May right now. He wanted to swing by wherever she lived now and give her the tightest hug his spider strength could give her. Tell her how much she meant to him, tell her how sorry he was for causing so much pain, so much calamity in her life. And that went double for Mary Jane. He would kiss her, tell her that he loved her with all his heart, that nothing would ever stop him from loving her, not life, not death, not any force in the universe.

But it wouldn't be his Aunt May or Mary Jane. They would be older, and they just lost a Peter. Wouldn't be cruel to show up, just as another Peter Parker, and just leave? He wasn't meant to be here, he, he couldn't just show up and be the 'replacement' Peter Parker for them. "No, I think it would be best to keep this Peter's life away from mine."

"Your call, dude." Giving a small shrug, Silk rose up and prepared to swing again. "We should probably swing over my place anyways. You're on the couch by the way."

"Why do I have a feeling you've been waiting to say that to Peter Parker for a while?" Silk only smiled as she launched herself in the air again, allowing the younger Spider to follow.

The next few hours weren't exactly the most eventful or fulfilling. By the time they made it back, the sun was already starting to set, so the two decided to bring it to an end. She tossed the kid a Pillow and a blanket as he sort of awkwardly set himself on her couch. "Thanks again, you know, for everything. Sorry if I'm barging in.."

"No sweat, kid. You, Peter, he did the same for me not to long ago. Besides, we Spiders have to stick together, even if one of us is a cartoon pig that still owes me a ham sandwich." She grumbled that last part bitterly.

"What?"

"Trust me, you're better off seeing it for yourself. There's a lot of stories I can't even begin to describe. Well, night." She went off to her room without another word.

"Night." He spoke softly if only out of habit. Sure, a good night's sleep sounded good right about now, but it was really the last thing on his mind. "It's not like this is my first time traveling to another Earth. I wasn't nearly as freaked out about this than I am now." Then again, he didn't even have time to process the possibility of another version of himself, let alone a dead version.

"I mean, that, that can't be coincidence, can it?" This wasn't exactly something he could prove. He didn't know who would bring him back, why someone would bring him back, or what the purpose of being on another Earth would do. "It better not be ." He swore almost every bad thing back home could be traced back to Dr. Doom somehow.

"What does it say about me when this is the moment I crack?" Not the Spider-powers, not the mad scientists or the vampires or the clones, no, it takes this far for him to realize how insane he is.

"I need to get out." Cindy seemed to be nice, more understanding than most people would be in this situation, but right now, he couldn't be bothered to sleep now. Without another thought, the boy found himself swinging through the air again.

Now that he could process everything a little more clearly, he got an even better look at the city before him. It definitely looked a whole lot bigger than his own city, and a surprising lack of people swearing, which was actually the weirdest thing he's see all day.

Yeah, it wasn't home, but from this angle, it felt a little better. There was just something in air, just a lack of the usual hate and mean spirit he was far too use to by now. "This doesn't feel to bad at.."

crash, smash, bash. "Right on que, felt naked for a 2nd." It would've been asking to much to let everything stay quiet. Just down below him, it looked like some sort of bar fight with a wave of costumed assailants flying through a now busted wall. "Well, time to earn my keep."

Ah, the standard bar fight, almost a right of passage for any aspiring superhero. The scent of cheap alcohol and sweat could be smelt from the outside as Spidey was able to slip in rather undetected. Did most villains on this earth have colorful costumes, or was there just something wrong with his Earth. Something told him it was the later. "Then again, these guys are probably d-list at best."

"D-list!?" A whiny, booming voice shouted from his right. The man wore some sort of visor, along with a black suit covered in white v's for some reason. "Why does everyone keep saying that?" One good look at Spidey seemed to send him in a worse mood. "YOU! You're, you're suppose to be dead! It was on air and everything!"

"Yeah, It's weird when something you see on T.V doesn't line up with real life." Spidey rolled his eyes. This guy looked like he had more in common with his Shocker than this earth's version. "So, would it be too much for you to stand still while I web you up?"

"Never! First that hairball raids this place, and now you're trying to shut it down again! Never! I owe this place to much to let it.." Splat. Web in the mouth. "MMHGMGMG!"

"Heh, been trying to get that guy to shut up for the last 15 minutes. You can tell he's very popular around here." A raspy, old voice echoed from behind the counter. Standing up, the person was definitely elderly, gray hair covered the entirety of his head, though the shape of them seemed very familiar. He also was drinking. "In all honestly, I was half tempted to just let him go. Not like a guy who throws boomerangs at people wont get himself in trouble."

Weird. The guy was talking to him like they knew each other. "Well, I guess you're welcome then. I can clearly see you hold a fine establishment, so I'll just take my leave and.."

The guy did a spit take on his costume. Gross. "Wh-what, Kid I don't own this, wow, you, you really don't recognize me?" Peter, a little scared, just shook his head. "Figures. This'll probably job your memory." The guy formed a fist before a distinct 'Shickt' sounded in the air, popping from his hands three metal blades. "Remember now, bub?"

"Wolverine?" But he was so old now. Would punching him be in bad taste now?

"That's a name I haven't used in a loooong time, kid. I just go by Logan now."

* * *

 _Next time:_

 _A chat with Old Man Logan._


End file.
